DATED 23 DECEMBER 2004

PARTIES

1. MELCO PBL HOLDINGS LIMITED an exempted company incorporated under the laws of the Cayman Islands of PO Box 908GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands (Holdco1)

2. MELCO INTERNATIONAL DEVELOPMENT LIMITED a company incorporated under the laws of Hong Kong of 38^th Floor, The Centrium, Central, Hong Kong (Melco)

3. PUBLISHING AND BROADCASTING LIMITED ACN 009 071 167a company incorporated in Western Australia of Level 2, 54 Park Street, Sydney NSW 2000 (PBL)

4. PBL ASIA INVESTMENTS LIMITED an exempted company incorporated under the laws of the Cayman Islands of PO Box 908GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands (Subscriber)

WHEREAS

(A) Melco and PBL have great knowledge in the gaming industry in their respective markets. Melco is strong in the Greater China market, while PBL has its strength in other Asia Pacific countries. The parties wish to combine forces and make use of their strengths to develop these markets through a joint venture.

(B) Melco is currently engaged in the Mocha Business and has an interest in the Park Hyatt Hotel/Casino Business as reflected by the corporate structure diagram in Schedule 1.

(C) The parties wish to form a joint venture to develop gaming ventures in the Territory together (the "Gaming Ventures") such that Melco will own an effective interest of 60% in all Gaming Ventures in the Greater China region and PBL will own an effective interest of 60% in all Gaming Ventures in other countries in the Territory which intent is more fully set out in the Shareholders Deed.

(D) Melco has formed Holdco1 to act as a joint venture holding company for the First Gaming Business and the Gaming Ventures and PBL wishes to invest in and become a 50% shareholder of Holdco1. Accordingly, the parties have agreed to enter into this agreement to allow the Subscriber (a wholly owned subsidiary of PBL) to subscribe for shares in Holdco1.

(E) To regulate their relationship in the joint venture and as Shareholders in Holdco1 and to set out their rights and obligations more fully, the parties and Melco Sub have also agreed to enter into the Shareholders Deed.

THE PARTIES AGREE

1. DICTIONARY

The Dictionary in Attachment A:

(a) defines some of the capitalised terms used in this agreement; and

(b) sets out rules of interpretation which apply to this agreement.

2. SUBSCRIPTION

2.1 Subscription

Melco shall cause Holdco1 to allot and issue and Holdco1 must allot and issue and PBL shall cause the Subscriber to subscribe and the Subscriber must subscribe for the Subscription Shares for payment of the Subscription Money on the terms and conditions of this agreement.

2.2 Amendment to Subscription Money

In the event that Melco does not acquire an aggregate 70% shareholding interest in Great Wonders by 15 March 2005 or such later date as the parties may agree (either because the shareholders of Melco do not approve the acquisition by Melco (or one of its Subsidiaries) of a further 20% interest in Great Wonders (to add to Melco's existing interest of 50% in Great Wonders) at the meeting of Melco shareholders proposed to be held on or before 28 February 2005 or otherwise) then the parties agree that this agreement will remain in full force and effect save that: